Exit Strategy & Divestiture Planning

End-to-end support for divestitures, including carve-out planning, buyer identification, auction management, MBOs, and transition services.

Service overview

Legal and strategic support for companies, promoters, shareholders, and investors planning to exit or divest a business, subsidiary, division, asset portfolio, or other business undertaking
The service covers carve-out preparation across financial, legal, and operational areas, identification and evaluation of potential buyers, auction or competitive sale-process management, management buyout (MBO) facilitation, and preparation of Transition Service Agreements (TSAs) to support business continuity after completion of the transaction

Companies undertaking a full or partial business exit, promoters seeking to monetise or restructure their holdings, corporate groups separating non-core businesses, shareholders planning a strategic divestment, investors exiting portfolio companies, and businesses preparing a subsidiary or division for sale
It is particularly relevant where the business being sold shares employees, contracts, systems, facilities, intellectual property, or other resources with the parent or seller

Timelines depend on the size and complexity of the business being divested, the extent of operational separation required, availability of financial and legal information, number of potential buyers, auction structure, management involvement, regulatory requirements, and negotiation timelines.
Initial carve-out and readiness assessments may be completed within an agreed professional timeline, while buyer identification, bidding, documentation, and TSA negotiations generally require multiple stages and review cycles.

Government fees, stamp duty, registration charges, filing fees, taxes, and other statutory costs depend on the transaction structure, assets transferred, jurisdiction, and regulatory requirements and are separate from professional fees.
Timelines are primarily driven by carve-out preparation, due diligence, buyer negotiations, regulatory approvals where applicable, satisfaction of conditions precedent, documentation, and closing.
Key outcomes may include a transaction-ready business, identified and evaluated buyers, a structured sale or MBO process, negotiated transaction documentation, and appropriate transitional arrangements.

Depending on the structure of the divestiture, filings and approvals may include MCA filings, board and shareholder resolutions, share-transfer or asset-transfer documentation, stamp-duty and registration requirements, FEMA/RBI filings for applicable cross-border transactions, SEBI or stock-exchange filings for applicable listed entities, competition or sector-specific regulatory submissions, and other statutory or contractual notifications.
Applicable requirements depend on the nature of the business, transaction structure, parties involved, and regulatory status of the entities.

A successful divestiture requires clear identification of the business perimeter and separation of shared assets, employees, contracts, systems, intellectual property, liabilities, and operational functions.
The transaction structure should be assessed for corporate, tax, regulatory, competition, employment, foreign exchange, securities, contractual, and other applicable legal implications.
Where the divested business continues to depend on the seller after closing, the scope, duration, pricing, service standards, confidentiality, data access, liability, termination, and transition obligations under the TSA should be clearly documented.
For listed entities, applicable SEBI and stock-exchange requirements must also be assessed.

Divestiture planning should begin sufficiently before the proposed sale to allow the business to be separated operationally and presented clearly to potential buyers.
Depending on the transaction, the process may involve preparation of the business for sale, buyer identification, confidentiality arrangements, due diligence, indicative and final bids, negotiations, definitive transaction documentation, regulatory approvals, closing, and post-closing transition support.
Management buyouts may require additional consideration of financing, management participation, conflicts of interest, valuation, governance, and transaction approvals.
Transition Service Agreements are generally used where certain services, systems, personnel, facilities, or functions cannot be separated immediately at closing.
The core components of this service are carve-out preparation across financial, legal, and operational areas, buyer identification and auction management, MBO facilitation, and TSAs.

The estimated cost covers indicative professional fees only. Government fees, stamp duty and taxes are payable at actuals.

When should exit planning start?

Ideally one to three years ahead, to clean up records, improve value and choose the right timing.

What exit options exist?

Sale to a strategic or financial buyer, management buyout, merger, IPO or a carve-out sale of a division.

How can a seller maximise value?

By fixing issues early, documenting earnings quality, reducing key-person risk and running a competitive process.

How are exits taxed?

Depending on structure, as capital gains on shares, slump-sale gains or business income, which affects net proceeds.